IMPORTANT NOTICE

THIS PROSPECTUS MAY ONLY BE DISTRIBUTED TO NON-US PERSONS WHO ARE

OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer

applies to the attached prospectus (the document) and you are therefore advised to read this carefully

before reading, accessing or making any other use of the attached document. In accessing the document,

you agree to be bound by the following terms and conditions, including any modifications to them from

time to time, each time you receive any information from us as a result of such access. You acknowledgethat this electronic transmission and the delivery of the attached document is confidential and intended

only for you and you agree you will not reproduce or publish this electronic transmission or forward the

attached document to any other person.

Restrictions: UNDER NO CIRCUMSTANCES SHALL THE ATTACHED DOCUMENT

CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR

SHALL THERE BE ANY SALE OF THE SECURITIES IN THE UNITED STATES OR ANY

OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE

UNLAWFUL. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN AND WILL NOT BE

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE

SECURITIES ACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY

STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BEOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED

STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED

IN REGULATION S UNDER THE SECURITIES ACT).

THE ATTACHED DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY

OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGERS (AS

DEFINED BELOW) AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER.

DISTRIBUTION OR REPRODUCTION OF THE ATTACHED DOCUMENT IN WHOLE OR

IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY

RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES

LAWS OF OTHER JURISDICTIONS.

THIS DOCUMENT IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON

TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. RATHER, THE

COMMUNICATION OF THIS DOCUMENT (A) IF EFFECTED BY A PERSON WHO IS NOT

AN AUTHORISED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS ACT2000 (FSMA), IS BEING ADDRESSED TO, OR DIRECTED AT, ONLY THE FOLLOWING

PERSONS: (I) PERSONS WHO ARE INVESTMENT PROFESSIONALS AS DEFINED IN

ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL

PROMOTION) ORDER 2005 (THE FINANCIAL PROMOTION ORDER), AND (II) PERSONS

FALLING WITHIN ANY OF THE CATEGORIES OF PERSONS DESCRIBED IN ARTICLE

49(2) OF THE FINANCIAL PROMOTION ORDER; AND (B) IF EFFECTED BY A PERSON

WHO IS AN AUTHORISED PERSON UNDER THE FSMA, IS BEING ADDRESSED TO, OR

DIRECTED AT, ONLY THE FOLLOWING PERSONS: (I) PERSONS FALLING WITHIN ONEFO THE CATEGORIES OF INVESTMENT PROFESSIONAL AS DEFINED IN ARTICLE 14(5)

OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE

INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE PROMOTION OF CIS

ORDER), (II) PERSONS FALLING WITHIN ANY OF THE CATEGORIES OF PERSON

DESCRIBED IN ARTICLE 22(a)-(d) OF THE PROMOTION OF CIS ORDER AND (III) ANY

OTHER PERSON TO WHOM IT MAY OTHERWISE BE LAWFULLY BE MADE IN

ACCORDANCE WITH THE PROMOTION OF CIS ORDER. THIS COMMUNICATION IS

BEING DIRECTED ONLY AT PERSONS HAVING PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS AND ANY INVESTMENT OR INVESTMENT

ACTIVITY TO WHICH THIS COMMUNICATION RELATES WILL BE ENGAGED IN ONLY

WITH SUCH PERSONS. NO OTHER PERSON SHOULD RELY ON IT.

Confirmation of your representation: The attached document is delivered to you at your request and

on the basis that you have confirmed to Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic

Bank PJSC, Citigroup Global Markets Limited, Dubai Islamic Bank PJSC, Emirates NBD Capital

Limited and Standard Chartered Bank (together, the Joint Lead Managers), Barwa Bank Group,

Sharjah Islamic Bank PJSC and Union National Bank PJSC (the Co-Lead Managers and, together

with the Joint Lead Managers, the Managers), Emirates and Medjool Limited (the Trustee) that

(i) you are located outside the United States; (ii) you consent to delivery by electronic transmission;

(iii) you will not transmit the attached document (or any copy of it or part thereof) or disclose,

whether orally or in writing, any of its contents to any other person except with the prior writtenconsent of the Managers; and (iv) you acknowledge that you will make your own assessment

regarding any credit, investment, legal, taxation or other economic considerations with respect to your

decision to subscribe or purchase any of the Certificates.

This document has been made available to you in an electronic form. You are reminded that

documents transmitted via this medium may be altered or changed during the process of electronic

transmission and consequently none of Emirates, the Trustee, the Managers nor any person who

controls or is a director, officer, employee or agent of Emirates, the Trustee, the Managers nor any

of their respective affiliates accepts any liability or responsibility whatsoever in respect of any

difference between the document distributed to you in electronic format and the hard copy version.

By accessing this document, you consent to receiving it in electronic form. A hard copy of thedocument will be made available to you only upon request to the Managers.

You are reminded that the attached document has been delivered to you on the basis that you are aperson into whose possession this document may be lawfully delivered in accordance with the laws of

the jurisdiction in which you are located and you may not nor are you authorised to deliver this

document, electronically or otherwise, to any other person. Failure to comply with this directive may

result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Neither the Managers nor any of their respective affiliates accepts any responsibility whatsoever for

the contents of this document or for any statement made or purported to be made by any of them,

or on any of their behalf, in connection with Emirates, the Trustee or the offer. The Managers and

their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract, or

otherwise which they might otherwise have in respect of such document or any such statement. No

representation or warranty, express or implied, is made by any of the Managers or their respectiveaffiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this

document.

The Managers are acting exclusively for Emirates and the Trustee and no one else in connection withthe offer. They will not regard any other person (whether or not a recipient of this document) as

their client in relation to the offer and will not be responsible to anyone other than Emirates and the

Trustee for providing the protections afforded to its clients nor for giving advice in relation to the

offer or any transaction or arrangement referred to herein.

The materials relating to the offering do not constitute, and may not be used in connection with, an

offer or solicitation in any place where such offers or solicitations are not permitted by law. If a

jurisdiction requires that the offering be made by a licensed broker or dealer and the Managers or

any affiliate of the Managers is a licensed broker or dealer in that jurisdiction the offering shall be

deemed to be made by the Managers or such affiliate on behalf of Emirates and the Trustee in such

jurisdiction.

Under no circumstances shall this document constitute an offer to sell or the solicitation of an offer

to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation orsale would be unlawful. Recipients of the attached document who intend to subscribe for or purchase

any securities to be issued are reminded that any subscription or purchase may only be made on the

basis of the information contained in the final version of the attached document.

If you received this document by e-mail, you should not reply by e-mail to this communication. Any

reply e-mail communications, including those you generate by using the Reply function on the e-

mail software, will be ignored or rejected. Your receipt of the electronic transmission is at your own

risk and it is your responsibility to take precautions to ensure that it is free from viruses and other

items of a destructive nature.

PROSPECTUS

Medjool Limited(incorporated with limited liability under the laws of the Cayman Islands)

U.S.$1,000,000,000 Trust Certificates due 2023

The U.S.$1,000,000,000 trust certificates due 2023 (the Certificates) of Medjool Limited (in its capacity as issuer and in itscapacity as trustee as applicable, the Trustee) will be constituted by a declaration of trust (the Declaration of Trust) dated19 March 2013 (the Issue Date) entered into between the Trustee, Emirates and Deutsche Trustee Company Limited as thedelegate of the Trustee (the Delegate). The Certificates confer on the holders of the Certificates from time to time (theCertificateholders) the right to receive certain payments (as more particularly described herein) arising from an undividedownership interest in the assets of a trust declared by the Trustee pursuant to the Declaration of Trust (the Trust) over theTrust Assets (as defined herein) which will include, inter alia, (i) the Rights to Travel (as defined herein) and (ii) the Trusteesrights under the Transaction Documents (as defined herein).

Periodic Distribution Amounts (as defined herein) shall be payable subject to and in accordance with the terms and conditionsof the Certificates (the Conditions) on the outstanding face amount of the Certificates from (and including) the Issue Date to(but excluding) 19 March 2023 (the Scheduled Dissolution Date) at a rate of 3.875 per cent. per annum. Payments on theCertificates will be made free and clear of, and without deduction for, any taxes, duties, assessments or governmental charges ofwhatever nature imposed, levied, collected, withheld or assessed by the Cayman Islands, the United Arab Emirates or theEmirate of Dubai or any authority therein or thereof having power to tax to the extent described under Condition 10(Taxation).

The Certificates will be redeemed in instalments on 19 March and 19 September in each year commencing on 19 September2013. The instalment amounts are set out in Condition 8 (Redemption and Dissolution of the Trust). The Certificates shall befinally redeemed on the Scheduled Dissolution Date but the Certificates may be redeemed before the Scheduled DissolutionDate (i) at the option of the Trustee in whole but not in part at their Dissolution Distribution Amount (as defined in theConditions) in the event of certain changes affecting taxes of the Cayman Islands, the United Arab Emirates and/or theEmirate of Dubai; (ii) at the option of the relevant Certificateholder at the Change of Control Dissolution Distribution Amountfollowing a Change of Control (each as defined in the Conditions); or (iii) following a Dissolution Event (as defined in theConditions).

Each payment of a Periodic Distribution Amount and Periodic Dissolution Distribution Amount will be made by the Trusteeprovided that Emirates (as Service Agent) shall have paid amounts equal to such Periodic Distribution Amount and PeriodicDissolution Distribution Amount (as applicable) pursuant to the terms of the Service Agency Agreement (as defined in theConditions).

The Certificates will be limited recourse obligations of the Trustee. An investment in the Certificates involves certain risks. Fora discussion of these risks, see Risk Factors. Potential investors should be aware that the Government of Dubai is notguaranteeing the obligations of the Obligor or the Trustee under, or in connection with, the Certificates.

Application has been made to the Dubai Financial Services Authority (the DFSA) for the Certificates to be admitted to theofficial list of securities (the Official List) maintained by the DFSA and to NASDAQ Dubai for such Certificates to beadmitted to trading on NASDAQ Dubai. Emirates currently intends to apply for the Certificates to be admitted to listing andtrading on a European stock exchange within six months of the date of this Prospectus, however, prospective investors shouldnote that there can be no assurance that such admission to listing and trading will occur.

References in this Prospectus to Certificates being listed (and all related references) shall mean that such Certificates have beenadmitted to trading on NASDAQ Dubai and have been admitted to the Official List.

The Certificates will be represented by interests in a global certificate in registered form (the Global Certificate) deposited onor before the Issue Date with, and registered in the name of a nominee for a common depositary (the Common Depositary)for, Euroclear Bank S.A/N.V. (Euroclear) and Clearstream Banking, societe anonyme (Clearstream, Luxembourg).

This Prospectus relates to an Exempt Offer in accordance with the Markets Rules (the Markets Rules) of the DFSA. ThisProspectus is intended for distribution only to persons of a type specified in the Markets Rules. It must not be delivered to, orrelied on by, any other person.

The DFSA does not accept any responsibility for the content of the information included in this Prospectus, including theaccuracy or completeness of such information, nor has it determined whether the Certificates are Sharia compliant. The liabilityfor the content of this Prospectus lies with the Issuer and Emirates. The DFSA has also not assessed the suitability of theCertificates to which this Prospectus relates to any particular investor or type of investor. If you do not understand thecontents of this Prospectus or are unsure whether the Certificates to which this Prospectus relates are suitable for yourindividual investment objectives and circumstances, you should consult an authorised financial adviser.

Global Coordinators

Citigroup Standard Chartered Bank

Joint Lead Managers

Abu Dhabi Commercial Bank Abu Dhabi Islamic Bank Citigroup

Dubai Islamic Bank PJSC Emirates NBD Capital Limited Standard Chartered Bank

Co-Lead Managers

Barwa Bank Sharjah Islamic Bank Union National Bank

The date of this Prospectus is 14 March 2013

This Prospectus is for the purpose of giving information with regard to the Trustee, Emirates, the

Group (as defined in Presentation of Financial and Other Information) and the Certificates which,

according to the particular nature of the Trustee, Emirates, the Group and the Certificates, is

necessary to enable investors to make an informed assessment of the assets and liabilities, financialposition, profit and losses and prospects of the Trustee, Emirates and the Group.

The Trustee and Emirates accept responsibility for the information contained in this Prospectus. To

the best of the knowledge of each of the Trustee and Emirates, each having taken all reasonable care

to ensure that such is the case, the information contained in this Prospectus is in accordance with the

facts and does not omit anything likely to affect the import of such information.

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Trustee,

Emirates or the Managers to subscribe or purchase, any of the Certificates. None of the Managers,

the Trustee, the Delegate or Emirates makes any representation to any investor in the Certificates

regarding the legality of its investment under any applicable laws. Any investor in the Certificates

should be able to bear the economic risk of an investment in the Certificates for an indefinite periodof time.

The distribution of this Prospectus and the offering of the Certificates in certain jurisdictions may be

restricted by law. Persons into whose possession this Prospectus comes are required by the Trustee,

Emirates and the Managers to inform themselves about and to observe any such restrictions. None of

the Trustee, the Delegate, Emirates or the Managers represent that this Prospectus may be lawfully

distributed, or that the Certificates may be lawfully offered, in compliance with any applicable

registration or other requirements in any such jurisdiction, or pursuant to an exemption available

thereunder, or assume any responsibility for facilitating any such distribution or offering. In

particular, no action has been taken by the Trustee, the Delegate, Emirates or the Managers which isintended to permit a public offering of the Certificates or distribution of this Prospectus in any

jurisdiction where action for that purpose is required.

Accordingly, the Certificates may not be offered or sold, directly or indirectly, and neither this

Prospectus nor any advertisement or other offering material may be distributed or published in any

jurisdiction, except under circumstances that will result in compliance with any applicable laws and

regulations.

Persons into whose possession this Prospectus or any Certificates may come must inform themselves

about, and observe, any such restrictions on the distribution of this Prospectus and the offering and

sale of the Certificates.

For a description of further restrictions on offers and sales of Certificates and distribution of this

Prospectus, see Subscription and Sale below.

No person is authorised to give any information or to make any representation not contained in thisProspectus and any information or representation not so contained must not be relied upon as having

been authorised by or on behalf of the Trustee, the Delegate, Emirates or the Managers. Neither the

delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances,

create any implication that there has been no change in the affairs of the Trustee or Emirates since

the date hereof or the date upon which this Prospectus has been most recently amended or

supplemented or that there has been no adverse change in the financial position of the Trustee or

Emirates since the date hereof or the date upon which this Prospectus has been most recently

amended or supplemented or that the information contained in it or any other information suppliedin connection with the Certificates is correct as of any time subsequent to the date on which it is

supplied or, if different, the date indicated in the document containing the same.

Neither this Prospectus nor any other information supplied in connection with the issue of the

Certificates (a) is intended to provide the basis of any credit or other evaluation or (b) should be

considered as a recommendation by the Trustee, the Delegate, Emirates or any of the Managers that

any recipient of this Prospectus or any other information supplied in connection with the issue of the

Certificates should purchase any Certificates. Each investor contemplating purchasing any Certificates

should make its own independent investigation of the financial condition and affairs, and its own

appraisal of the creditworthiness, of the Trustee and Emirates. Furthermore, no comment is made oradvice given by the Trustee, the Delegate, Emirates or the Managers in respect of taxation matters

relating to any Certificates or the legality of the purchase of Certificates by an investor under

applicable or similar laws. None of the Managers undertakes to review the financial condition or

affairs of the Trustee or Emirates during the life of the arrangements contemplated by this Prospectus

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nor to advise any investor or potential investor in the Certificates of any information coming to the

attention of any of the Managers.

Each potential investor in the Certificates must determine the suitability of that investment in light of

its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Certificates,

the merits and risks of investing in the Certificates and the information contained in thisProspectus;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its

particular financial situation, an investment in the Certificates and the impact such investment

will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the

Certificates, including where the currency for principal or interest payments is different from the

potential investors currency;

(iv) understand thoroughly the terms of the Certificates and be familiar with the behaviour of anyrelevant indices and financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for

economic, interest rate and other factors that may affect its investment and its ability to bear

the applicable risks.

The Certificates are complex financial instruments. Sophisticated institutional investors generally do

not purchase complex financial instruments as stand-alone investments. They purchase complex

financial instruments as a way to reduce risk or enhance yield with an understood, measured,

appropriate addition of risk to their overall portfolios. A potential investor should not invest in the

Certificates unless it has the expertise (either alone or with the help of a financial adviser) to evaluate

how the Certificates will perform under changing conditions, the resulting effects on the value of suchCertificates and the impact this investment will have on the potential investors overall investment

portfolio.

No comment is made or advice given by the Trustee, Emirates, the Delegate, the Managers or the

Paying Agents in respect of taxation matters relating to the Certificates or the legality of the purchase

of the Certificates by an investor under any applicable law.

EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER,

LEGAL ADVISER AND BUSINESS ADVISER AS TO TAX, LEGAL, BUSINESS AND

RELATED MATTERS CONCERNING THE PURCHASE OF CERTIFICATES.

To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the

contents of this Prospectus, or for any other statement made or purported to be made by a Manager

or on its behalf in connection with the Trustee, Emirates or the issue and offering of the Certificates.

Each Manager accordingly disclaims all and any liability whether arising in tort or contract or

otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or

any such statement. No representation or warranty, expressed or implied, is made or given by or on

behalf of the Managers, nor any person who controls them or any director, officer, employee or

agent of them, or affiliate of any such person as to the accuracy, completeness or fairness of theinformation or opinions contained in this document and such persons do not accept responsibility or

liability for any such information or opinions.

The Certificates have not been and will not be registered under the United States Securities Act of

1933, as amended (the Securities Act) or with any securities regulatory authority of any state or

other jurisdiction of the United States and may not be offered or sold within the United States or to,or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act

(Regulation S)) except pursuant to an exemption from, or in a transaction not subject to, the

registration requirements of the Securities Act and applicable state securities laws. Each purchaser of

the Certificates is hereby notified that the offer and sale of Certificates to it is being made in reliance

on the exemption from the registration requirements of the Securities Act provided by Regulation S.

The transaction structure relating to the Certificates (as described in this Prospectus) has been

approved by the Fatwa and Sharia Supervisory Board of Abu Dhabi Commercial Bank PJSC, the

Executive Committee of the Fatwa & Sharia Supervisory Committee of Abu Dhabi Islamic Bank

PJSC, the Executive Committee of the Fatwa and Sharia Supervision Board of Dubai Islamic Bank

PJSC and Dar Al Sharia Legal & Financial Consultancy, the Sharia Supervisory Board of Citi

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Islamic Investment Bank E.C. and the Sharia Supervisory Committee of Standard Chartered Bank.

Prospective Certificateholders should not rely on such approvals in deciding whether to make an

investment in the Certificates and should consult their own Sharia advisers as to whether the

proposed transaction described in such approvals is in compliance with their individual standards ofcompliance with Sharia principles.

Stabilisation

In connection with the issue of the Certificates, Citigroup Global Markets Limited (the Stabilising

Manager) (or persons acting on behalf of the Stabilising Manager) may over-allot Certificates or

effect transactions with a view to supporting the market price of the Certificates at a level higher than

that which might otherwise prevail, but in so doing, the Stabilising Manager shall act as principal

and not as agent of the Trustee or Emirates. However, there is no assurance that the StabilisingManager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action.

Any stabilisation action may begin on or after the Issue Date and, if begun, may be ended at any

time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days after the

date of the allotment of the Certificates. The Stabilising Manager (or persons acting on behalf of the

Stabilising Manager) must conduct such stabilisation in accordance with all applicable laws and rules.

Cautionary note regarding forward looking statements

This Prospectus contains forward-looking statements that is, statements related to future, not

past, events. In this context, forward-looking statements often address Emirates expected futurebusiness and financial performance, and often contain words such as expect, anticipate, intend,

may, plan, believe, seek or will. Forward-looking statements by their nature address

matters that are, to different degrees, uncertain. For Emirates, particular uncertainties that could

adversely affect its future results include: fluctuations in interest and exchange rates, rise in jet fuel

prices, changes in general political, social and economic conditions, and the impact of regulation and

regulatory, investigative and legal actions. Although Emirates believes that the expectations, estimates

and projections reflected in Emirates forward-looking statements are reasonable, if one or more of

the risks or uncertainties materialise including those which Emirates has identified in the Prospectus,or if any of Emirates underlying assumptions prove to be incomplete or inaccurate, Emirates actual

future results may be materially different than those expressed in its forward-looking statements.

The forward-looking statements in this Prospectus speak only as of the date of this Prospectus.

Additional factors that could cause actual results, performance or achievements to differ materially

include, but are not limited to, those discussed under Risk Factors. Without prejudice to any

requirements under applicable laws and regulations, Emirates expressly disclaims any obligation or

undertaking to disseminate after the date of this Prospectus any updates or revisions to any forward-

looking statements contained herein to reflect any change in expectations thereof or any change inevents, conditions or circumstances on which any forward-looking statement is based.

Presentation of certain financial and other information

The Trustee is not required by Cayman Island law, and does not intend, to publish audited financial

statements or appoint any auditor.

The financial statements relating to the Group included in this document are the interim condensed

consolidated financial statements as of and for the six months ended 30 September 2012 (the Interim

Financial Statements) and the audited consolidated financial statements as of and for the financialyears ended 31 March 2012 (the 2012 Financial Statements) and 31 March 2011 (the 2011

Financial Statements and, together with the 2012 Financial Statements, the Annual Financial

Statements and, together with the Interim Financial Statements, the Financial Statements). The

Groups financial year ends on 31 March and references in this document to a financial year are to

the twelve month period ended on 31 March of the year referred to.

The Financial Statements have been prepared in accordance with International Financial Reporting

Standards (IFRS) issued by the International Accounting Standards Board (the IASB). The

Annual Financial Statements have been audited in accordance with International Standards onAuditing by PricewaterhouseCoopers, Dubai Branch (PwC) without qualification. The Interim

Financial Statements have been reviewed by PwC in accordance with the International Standard of

Review Engagements 2410 Review of Interim Financial Information performed by the Independent

Auditor of the Entity (ISRE 2410) without qualification. The Group publishes its financial

statements in UAE dirham.

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Certain differences between IFRS, IFRS as adopted by the European Union (IFRS-EU) and the USGeneral Accepted Accounting Principles (U.S. GAAP)

This Prospectus includes financial statements and other financial information prepared and presentedin accordance with IFRS and the discussion and analysis of the Groups financial condition and

results of operations is based on the Groups financial statements prepared in accordance with IFRS.

IFRS, IFRS-EU and U.S. GAAP differ materially from each other. This Prospectus does not include

any reconciliation to IFRS-EU and U.S. GAAP with respect to any financial statements included

herein or any other financial information prepared and presented in accordance with IFRS.

Moreover, this Prospectus does not include any narrative description of the differences between IFRS,

IFRS-EU and U.S. GAAP and Emirates has made no attempt to identify or quantify the differences

between IFRS, IFRS-EU and U.S. GAAP that might be applicable to the Group or their respectivefinancial statements or other financial information. It is possible that a reconciliation or other

qualitative or quantitative analysis would identify material differences between the financial statements

included herein and other financial information prepared under IFRS, IFRS-EU and U.S. GAAP.

Each potential investor is advised to consult its own accounting advisers for an understanding of the

differences between IFRS, IFRS-EU and U.S. GAAP and how those differences might affect the

financial statements and other financial information in this Prospectus.

Non-GAAP measures

This Prospectus includes certain references to non-GAAP measures such as the Groups EBITDAR,

cash assets, net debt, capital expenditure, operating margin, profit margin, return on shareholders

funds, EBITDAR margin, cash assets to revenue and other operating income, gearing ratio, net debt

to equity ratio, net debt (including aircraft operating leases) to equity ratio and net debt (including

aircraft operating leases) to EBITDAR. The Group uses these non-GAAP measures to evaluate its

performance, and this additional financial information is presented in this Prospectus. Thisinformation is not prepared in accordance with IFRS and should be viewed as supplemental to the

Groups financial statements. Investors are cautioned not to place undue reliance on this information

and should note that EBITDAR, cash assets, net debt, capital expenditure, operating margin, profit

margin, return on shareholders funds, EBITDAR margin, cash assets to revenue and other operating

income, gearing ratio, net debt to equity ratio, net debt (including aircraft operating leases) to equity

ratio and net debt (including aircraft operating leases) to EBITDAR, as calculated by the Group,

may differ materially from similarly titled measures reported by other companies, including the

Groups competitors.

EBITDAR

In certain places within this document reference is made to EBITDAR. EBITDAR is a non-GAAP

measure. As referred to in this document, the Group has calculated EBITDAR for each period as

operating profit before depreciation, amortisation and aircraft operating lease charges.

EBITDAR is commonly used in the airline industry to view operating results before depreciation,amortisation and aircraft operating lease charges as these costs can vary significantly among airlines

due to differences in the way airlines finance their aircraft and other assets.

EBITDAR should not be considered as an alternative measure to operating profit, as an indicator of

operating performance, as an alternative to operating cash flows or as a measure of the Groups

liquidity. EBITDAR as presented in this document may not be comparable to similarly titled

measures reported by other companies due to differences in the way these measures are calculated.

EBITDAR has important limitations as an analytical tool and should not be considered in isolationfrom, or as a substitute for an analysis of, the Groups operating results as reported under IFRS.

Some of the limitations are:

* EBITDAR does not reflect cash expenditures or future requirements for capital expenditures or

contractual commitments;

* EBITDAR does not reflect changes in, or cash requirements for, working capital needs;

* EBITDAR does not reflect the interest expense or the cash requirements necessary to serviceinterest or principal payments on debt;

* although depreciation and amortisation are non-cash charges, the assets being depreciated and

amortised will often have to be replaced in the future and EBITDAR does not reflect any cash

requirements for such replacements; and

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* other companies may calculate EBITDAR differently, limiting its usefulness as a comparative

measure.

Comparability of Financial Information of the Group

As explained in Note 24 of the Interim Financial Statements, the financial information corresponding

to the year ended 31 March 2012 included in the 2012 Financial Statements differs from the financial

information corresponding to the year ended 31 March 2012 included, for comparative purposes, in

the Interim Financial Statements. The financial year 2012 information in the Interim FinancialStatements reflects a reclassification from current to non-current liabilities to appropriately reflect the

nature of balances and to conform with the Interim Financial Statements presentation. Thus, the

financial information corresponding to the year ended 31 March 2012, included elsewhere in this

Prospectus, (other than in the 2012 Financial Statements) is extracted from the Interim Financial

Statements.

As explained in Notes 38 and 39 of the 2012 Financial Statements, the financial information

corresponding to the year ended 31 March 2011 included in the 2011 Financial Statements differs

from the financial information corresponding to the year ended 31 March 2011 included, for

comparative purposes, in the 2012 Financial Statements. The financial year 2011 information in the2012 Financial Statements reflects certain reclassifications and an adjustment to reflect a change in an

accounting policy adopted by Emirates effective 1 April 2011 which were required to be made

retrospectively so that the financial information for the 2011 and 2012 financial years were

comparable. Thus, the financial information corresponding to the year ended 31 March 2011 included

in this Prospectus (other than in the 2011 Financial Statements) is extracted from the 2012 Financial

Statements. However, the financial year 2011 information has not been amended to reflect the impact

of the reclassification as explained in Note 24 of the Interim Financial Statements. Had the 2011

financial information been amended the impact would have been a reclassification from trade andother payables current to provisions non-current of AED 558 million. The reclassification would not

have had an impact on the Groups profit for the year or net equity.

The financial information as of and for the year ended 31 March 2010 included in this Prospectus

has been extracted from the 2011 Financial Statements and therefore has not been amended to reflect

the impact of applying the above-mentioned changes. Had the 2010 financial information been

amended the impact would have been as follows:

* a decrease of both revenue and operating costs by AED 120 million. The decrease would not

have had an impact on the Groups operating profit, profit for the year or net equity;

* a reclassification from deferred revenue non-current to deferred revenue current of AED

682 million. The reclassification would not have had an impact on the Groups profit for the

year or net equity;

* a reclassification from trade and other payables current to provisions non-current of AED

404 million. The reclassification would not have had an impact on the Groups profit for theyear or net equity; and

* an increase in the retirement benefit obligation of AED 34 million. The increase would have had

the effect of decreasing the Groups retained earnings by AED 34 million and decreasing other

comprehensive income by AED 55 million.

Presentation of Industry Data

In this document, references to:

* ASKM are to available seat kilometres, an airline industry measure of passenger capacity

calculated as the number of seats available multiplied by the distance flown;

* ATKM are to available tonne kilometres, an airline industry measure of total capacity

calculated as the total tonnage available for the carriage of passengers and freight multiplied by

the distance flown;

* Breakeven load factor are to the overall load factor at which revenue will equal operating

costs;

* Cargo Yield are to cargo revenue divided by FTKM and expressed in fils per FTKM;

* FTKM are to freight tonne kilometres, an airline industry measure of cargo carried calculated

as the total cargo tonnage uplifted multiplied by the distance carried;

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* Overall load factor are to RTKM divided by ATKM, an airline measure of aircraft passenger

and cargo use;

* Passenger seat factor are to RPKM divided by ASKM, an airline measure of aircraft

passenger use;

* Passenger yield are to passenger revenue divided by RPKM and expressed in fils per RPKM,

an airline measure of performance;

* RPKM are to revenue passenger kilometres, an airline industry measure of passenger traffic

calculated as the number of passengers carried multiplied by the distance flown;

* RTKM are to revenue tonne kilometres, an airline industry measure of actual traffic load

calculated as the tonnage of passengers and cargo carried multiplied by the distance flown; and

* Unit costs are to airline operating costs incurred per ATKM.

Presentation of Other Information

In this document, references to:

* AED, dirham or fils are to the lawful currency of the UAE. One dirham equals 100 fils;

* Dubai are to the Emirate of Dubai;

* GAAP are to generally accepted accounting principles;

* GCC are to the Gulf Cooperation Council, which comprises Bahrain, Kuwait, Oman, Qatar,

Saudi Arabia and the UAE;

* UAE are to the United Arab Emirates; and

* U.S.$ or U.S. dollars are to the lawful currency of the United States.

The dirham has been pegged to the U.S. dollar since 22 November 1980. The mid point between the

official buying and selling rates for the dirham is at a fixed rate of AED 3.6725 = U.S.$1.00. All

U.S.$ translations of dirham amounts appearing in this document have been translated at this fixedexchange rate. Such translations should not be construed as representations that dirham amounts

have been or could be converted into U.S. dollars at this or any other rate of exchange.

References in this document to the Group are to Emirates and its consolidated subsidiaries,

associates and joint ventures.

Any reference in this document to the Emirates Group is a reference to the Group and dnata

(together with its consolidated subsidiaries and associates). dnata is a separate legal entity from

Emirates, although it is under common ownership and operates under a common management

structure. dnatas financial results are not consolidated with those of Emirates. dnata is the largest

travel management services entity in the Middle East and the sole ground handling agent at Dubai

International Airport (DIA). dnatas primary activities are the provision of aircraft handling and

engineering services, representing airlines as their general sales agent, travel agency and other travelrelated services, as well as catering. The Group shares certain common services, such as information

technology, human resources, finance and legal, with dnata and its group companies and members of

Emirates senior management team also have senior management positions at dnata and dnata group

companies. dnata, as the sole ground handling agent at DIA, provides aircraft and baggage handling

services to Emirates. Emirates pays the same aircraft handling fees to dnata as would a similar high

volume customer. dnata also provides ticketing agency services to Emirates.

Certain financial and statistical amounts included in this Prospectus are approximations or have been

subject to rounding adjustments. Accordingly, amounts shown as derivations or totals in certain

tables may not be exact arithmetic derivatives or aggregations of the amounts that precede them.

The language of this Prospectus is English. Information contained in any website referred to hereindoes not form part of this Prospectus.

Certain Publicly Available Information

Certain statistical data and other information appearing in this Prospectus have been extracted frompublic sources identified in this Prospectus. None of the Managers, the Trustee nor Emirates accepts

responsibility for the factual correctness of any such statistics or information but both the Trustee

and Emirates accept responsibility for accurately extracting and transcribing such statistics and

information and believe, after due inquiry, that such statistics and information represent the most

current publicly available statistics and information from such sources at the dates and for the

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periods with respect to which they have been presented. Both the Trustee and Emirates confirm that

all such third party information has been accurately reproduced and, so far as the Trustee and

Emirates are aware and has been able to ascertain from that published information, no facts have

been omitted which would render the reproduced information inaccurate or misleading.

NOTICE TO U.K. RESIDENTS

The Certificates represent interests in a collective investment scheme (as defined in the FSMA) which

has not been authorised, recognised or otherwise approved by the United Kingdom Financial Services

Authority. Accordingly, this Prospectus is not being distributed to and must not be passed on to thegeneral public in the United Kingdom.

The distribution in the United Kingdom of this Prospectus and any other marketing materials relating

to the Certificates (A) if effected by a person who is not an authorised person under the FSMA, isbeing addressed to, or directed at, only the following persons: (i) persons who are Investment

Professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (the Financial Promotion Order), and (ii) persons falling within any of the

categories of persons described in Article 49(2) (High net worth companies, unincorporated

associations, etc.) of the Financial Promotion Order; and (B) if effected by a person who is an

authorised person under the FSMA, is being addressed to, or directed at, only the following persons:

(i) persons falling within one of the categories of Investment Professional as defined in Article 14(5)

of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes)(Exemptions) Order 2001 (the Promotion of CISs Order), (ii) persons falling within any of the

categories of person described in Article 22(a)-(d) (High net worth companies, unincorporated

associations, etc.) of the Promotion of CISs Order and (iii) any other person to whom it may

otherwise lawfully be made in accordance with the Promotion of CISs Order. Persons of any other

description in the United Kingdom may not receive and should not act or rely on this Prospectus or

any other marketing materials in relation to the Certificates.

Potential investors in the United Kingdom in the Certificates are advised that all, or most, of the

protections afforded by the United Kingdom regulatory system will not apply to an investment in the

Certificates and that compensation will not be available under the United Kingdom Financial Services

Compensation Scheme.

Any individual intending to invest in the Certificates should consult his professional adviser and

ensure that he fully understands all the risks associated with making such an investment and that hehas sufficient financial resources to sustain any loss that may arise from such investment.

CAYMAN ISLANDS NOTICE

No invitation may be made to any member of the public of the Cayman Islands to subscribe for the

Certificates.

THE KINGDOM OF SAUDI ARABIA NOTICE

This Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as

are permitted under the Offers of Securities Regulations issued by the Capital Market Authority of

the Kingdom of Saudi Arabia (the Capital Market Authority).

The Capital Market Authority does not make any representations as to the accuracy or completeness

of this Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or

incurred in reliance upon, any part of this Prospectus. Prospective purchasers of Certificates should

conduct their own due diligence on the accuracy of the information relating to the Certificates. If a

prospective purchaser does not understand the contents of this Prospectus he or she should consultan authorised financial adviser.

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NOTICE TO BAHRAIN RESIDENTS

No invitation may be made to any person in the Kingdom of Bahrain to subscribe for the

Certificates.

NOTICE TO RESIDENTS OF THE STATE OF QATAR

This Prospectus does not and is not intended to constitute an offer, sale or delivery of the Certificates

under the laws of the State of Qatar and has not been and will not be reviewed or approved by or

registered with the Qatar Financial Markets Authority or Qatar Central Bank. The Certificates are

not and will not be traded on the Qatar Exchange.

NOTICE TO RESIDENTS OF MALAYSIA

The Certificates may not be offered for subscription or purchase and no invitation to subscribe for or

purchase the Certificates in Malaysia may be made, directly or indirectly, and this Prospectus or any

document or other materials in connection therewith may not be distributed in Malaysia other than

to persons falling within the categories set out in Schedule 6 or Section 229(1)(b), Schedule 7 or

Section 230(1)(b) and Schedule 8 or Section 257(3) of the Capital Market and Services Act 2007 of

Malaysia (CMSA).

The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of the

Trustee or Emirates and assumes no responsibility for the correctness of any statements made oropinions or reports expressed in this Prospectus.

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CONTENTS

Page

RISK FACTORS ............................................................................................................................... 11

STRUCTURE DIAGRAM AND CASH FLOWS........................................................................... 25

OVERVIEW OF THE OFFERING.................................................................................................. 28

TERMS AND CONDITIONS OF THE CERTIFICATES ............................................................. 33

GLOBAL CERTIFICATE................................................................................................................. 54

USE OF PROCEEDS ........................................................................................................................ 57

DESCRIPTION OF THE TRUSTEE ............................................................................................... 58

SELECTED FINANCIAL AND OPERATING INFORMATION ................................................ 60

FINANCIAL REVIEW ..................................................................................................................... 66

EMIRATES ........................................................................................................................................ 84

MANAGEMENT AND EMPLOYEES............................................................................................ 104

AIRLINE INDUSTRY OVERVIEW................................................................................................ 108

SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS ......................................... 111

TAXATION ....................................................................................................................................... 117

SUBSCRIPTION AND SALE........................................................................................................... 119

GENERAL INFORMATION ........................................................................................................... 122

INDEX TO FINANCIAL STATEMENTS ...................................................................................... F-1

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RISK FACTORS

Each of the Trustee and Emirates believes that the following factors may affect the Trustees ability to

fulfil its obligations under the Certificates. All of these factors are contingencies which may or may not

occur and neither the Trustee nor Emirates is in a position to express a view on the likelihood of any

such contingency occurring. Factors which the Trustee and Emirates believes may be material for the

purpose of assessing the market risks associated with the Certificates are also described below.

Each of the Trustee and Emirates believes that the factors described below represent the principal risks

inherent in investing in the Certificates but the Trustee may be unable to pay any amounts on or in

connection with any Certificate for other reasons and neither the Trustee nor Emirates represents that

the statements below regarding the risks of holding any Certificate are exhaustive.

Prospective investors should also read the detailed information set out elsewhere in this Prospectus and

reach their own views prior to making any investment decision.

Risks Relating to the Trustee

The Trustee is an exempted company with limited liability incorporated in the Cayman Islands on

18 February 2013. The Trustee has not as at the date of this Prospectus, and will not, engage in any

business activity other than the issuance of the Certificates, the acquisition of the Trust Assets as

described herein, acting in the capacity as Trustee, and other activities incidental or related to the

foregoing as required under the Transaction Documents.

The Trustees only material assets, which will be held on trust for Certificateholders, will be the Trust

Assets, including the right to receive amounts paid by the Service Agent under the Service Agency

Agreement.

The ability of the Trustee to pay amounts due on the Certificates will be dependent upon receipt

from Emirates of amounts paid under the Service Agency Agreement and Purchase Undertaking (as

applicable) (which in aggregate may not be sufficient to meet all claims under the Certificates and the

Transaction Documents).

Risks Relating to Emirates

Factors that may affect the Issuers ability to fulfil its obligations under or in connection with the Certificates

Emirates business may be significantly adversely affected by a reduction in the volume of travellers using itsservices, which could be caused by a range of events beyond its control.

Emirates has an extensive route network centred on its home base in Dubai. Most of its revenues are

derived from business and leisure travel from, to or through Dubai. Its business model and

investments in new aircraft and other capital assets are predicated on managements growth

expectations, which may prove inaccurate if any of the following or other factors that are beyond the

Groups control were to materialise. Accordingly, a reduction in the volume of travellers using itsservices caused by one or more of a range of factors, which may be short- or long-term in nature

and may be local, regional or global in their effect, could significantly affect the revenue of the

Group.

These factors include, but are not limited to:

* terrorist attacks, such as the 11 September 2001 terrorist attacks in the United States, may cause

uncertainty in the minds of the travelling public and/or result in increasingly restrictive securitymeasures which can materially adversely affect passenger demand for air travel;

* the occurrence of wars or the threat of war, such as the war in Iraq in 2003 and the United

States withdrawal from Iraq in 2011, which gave rise to a reduction in travel over the MiddleEast region generally pending the resolution of political and economic uncertainties. In addition,

political tension between countries, or civil unrest within a country (such as recent violent

insurrections and/or their aftermath in Bahrain, Egypt, Libya and Syria), may also result in the

cancellation of, and reductions in, bookings as well as the closure or restriction of access to

airspace or airports which may also adversely affect Emirates business;

* further escalation of the tensions between Iran and the international community related to Irans

non-compliance with sanctions imposed on its nuclear programme, including potential military

responses or attacks, could result in a decline in passenger travel to, from or within the Middle

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East region. In addition, the perceived threat or existence of any armed conflict in the region

arising from such tensions may result in the closure or restriction of access to airspace or

airports which may also adversely affect Emirates business;

* any material decline in economic activity within a region, or, as was the case at the end of 2008

and through 2009, globally, which can significantly affect demand for travel by air and for

cargo space. In particular, widespread economic decline which could result from the failure of

governments to solve the sovereign debt crisis in Europe or the United States fiscal cliff anddebt ceiling negotiations may adversely affect Emirates business and profitability;

* epidemics and other natural calamities such as the outbreak of Severe Acute Respiratory

Syndrome (SARS) in 2003 which significantly reduced air travel to and from SARS-affected

areas and the volcanic eruption in Iceland in 2010 which materially adversely affected air travelto, from and within Europe; and

* concerns about the environmental impacts of air travel and tendencies towards green travel

initiatives which may cause consumers to reduce their air travel activities.

It is not possible for Emirates to predict the occurrence of events or circumstances such as or similar

to those outlined above, or the impact of such occurrences. The Groups financial condition, results

of operations and business may be materially adversely affected if one or more of the events or

circumstances outlined above were to occur and, as a result, there may be a material adverse effecton Emirates ability to perform its obligations under the Transaction Documents to which it is a

party.

The Groups results of operations may be materially affected by changes in jet fuel prices.

Jet fuel costs are the Groups most significant operating cost, accounting for 39.2 per cent. and

40.2 per cent. of the Groups total operating costs in the six months ended 30 September 2012 and

the 2012 financial year, respectively. Jet fuel prices are volatile and are influenced by many factors,

including speculative trading in commodity markets, other international market conditions, natural

disasters, decisions of oil producing cartels and geopolitical events.

During 2008, jet fuel prices reached historically high levels before falling significantly at the end of

that year and continuing to fall in early 2009. From mid 2009 to May 2011, jet fuel prices generally

increased while remaining below the peak levels reached in mid 2008. Since June 2011, prices have

been less volatile than during the preceding years, trading in a narrow range marked by a series of

short increases and decreases. However, factors such as an escalation of any existing conflict or the

emergence of any new conflict in the Middle East, or a halt in Iranian oil exports due to heightenedtensions between Iran and the international community, could result in a significant surge in the price

of jet fuel. Due to the competitive nature of the airline industry, Emirates may not always be able to

pass on increases in jet fuel prices to its customers through increased fares and/or fuel surcharges,

particularly in times of lower economic growth or when travel declines generally.

Emirates is therefore exposed to the risk that significant changes in jet fuel costs could have a

material adverse effect on the Groups financial condition, results of operations and business and, as

a result, Emirates ability to perform its obligations under the Transaction Documents to which it is a

party.

Emirates is exposed to volatility in the price of jet fuel and closely monitors the actual cost against

forecast cost. Emirates adopts a dynamic approach to managing fuel price risk based upon a

continuous assessment of the market. During financial year 2012 and the six months ended

30 September 2012, Emirates strategy was to remain un-hedged, reflecting a view that the balance of

risk was considered greater to the downside given historically high price levels and the backdrop of

global economic uncertainty. From time to time, in order to help manage the price risk, Emirates has

utilised commodity futures and options to achieve a level of control over higher jet fuel costs andmay utilise such futures and options again in the future. If Emirates hedging strategy at any given

time were to be ineffective in whole or in part, this could have a material adverse impact on the

Groups financial condition, results of operations and business and, as a result, a material adverse

effect on Emirates ability to perform its obligations under the Transaction Documents to which it is

a party.

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The newly developed Airbus A380 aircraft is a critical part of Emirates operations, and the materials used inits construction may be found to be less efficient or durable than expected, thereby leading to lower operatinghours of the Airbus A380, higher maintenance and repair costs and lower overall value.

The Airbus A380 aircraft forms a critical part of Emirates operations and are considered highly

important to its future operations. The Airbus A380 is a newly developed aircraft, the first of which

was delivered in October 2007. Due to this new type of design, in particular in respect of innovative

materials and technologies, and the size of the aircraft, there is at present insufficient experience or

data to give a complete assessment of the long-term use and operation of the aircraft. If any

significant problems were found with the design or operation of the Airbus A380, or significant

unscheduled maintenance on these aircraft were required, that in either case caused Emirates to

ground its fleet of Airbus A380s, it could have a material adverse effect on the Groups financialcondition, results of operations and business and, as a result, a material adverse effect on Emirates

ability to perform its obligations under the Transaction Documents to which it is a party.

There is a risk that the newly developed materials may be found to be less efficient or durable than

expected, thereby leading to lower operating hours of the Airbus A380 and higher maintenance and

repair costs. For instance, in 2011 and 2012, cracks were found in the wings of Airbus A380 aircraft,

including those operated by Emirates, which has caused unscheduled maintenance work on such

aircraft. The cracks to the wing rib feet of the aircraft will require modification work to be carried

out on a retrofit basis for all Airbus A380 aircraft currently in-service as well as all Airbus A380

aircraft scheduled to be delivered by Airbus prior to January 2014. Airbus has identified that this

modification work will require the replacement of certain wing rib feet components with parts madeof an alternative alloy and certain other reinforcement and redesign work relating to certain of the

wing rib feet. Airbus anticipates that modification kits for repair of in-service aircraft will be available

from the first quarter of 2013 and that a new wing rib design will be incorporated into all Airbus

A380 aircraft scheduled to be delivered from January 2014 onwards. The modifications to the wing

rib design are subject to certification by the applicable airworthiness authorities and the

implementation of these modifications on in-service aircraft is subject to Airbus being able to provide

all necessary resources to complete the modification. Any failure or delay in obtaining this

certification or these resources could have a material adverse effect on the Groups financialcondition, results of operations and business and, as a result, a material adverse effect on Emirates

ability to perform its obligations under the Transaction Documents to which it is a party.

Extended disruptions in service affecting DIA in particular or other airports in jurisdictions in which the Groupoperates could have a material adverse impact on Emirates operations.

Emirates operations are dependent on its ability to operate from its hub in Dubai, including its

ability to operate on a 24-hour basis for landing and take-off at DIA and continued access to

sufficient landing and take-off rights at DIA to support its current and planned future operations. Asignificant proportion of Emirates flights are routed to, from or via DIA and, currently, no

alternative facility exists with the capacity to fulfil Emirates requirements in the event of a closure or

significant disruptions at DIA or a reduction in the number of landing and take-off rights available

for any other reason. Emirates is also dependent on its ability to operate to and from other airports

on the Emirates route network. See Risk Factors Relating to the Airline Industry and Emirates

Operations in the Middle East Air traffic and the aviation industry are heavily regulated and

Emirates ability to comply with all applicable regulations is key to maintaining its operational and

financial performance.

Any unavailability of DIA or other airports on Emirates network as a result of an accident, other

catastrophe or for other reasons, any change in the operating policies of DIA or network airportswith regards to timing of operations (such as imposing night flight restrictions) or any substantial

change in the facilities available to Emirates at DIA or other network airports (or any substantial

interruption in their availability to Emirates) could have a material adverse effect on the Groups

financial condition, results of operations and business and, as a result, a material adverse effect on

Emirates ability to perform its obligations under the Transaction Documents to which it is a party.

Emirates has significant funding requirements and may be adversely affected by a shortage of availablefinancing or an increase in its costs of funding.

As of 30 September 2012, Emirates had AED 152.6 billion in authorised and contracted capital

commitments in respect of its aircraft fleet. Emirates seeks to finance these capital commitments using

a range of different instruments (including finance leases, operating leases, bank loans, export credit

guaranteed financing and capital markets instruments) in a variety of different markets. Because of

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changing market conditions, Emirates may not in the future be able to obtain financing or otherwise

access the capital markets on favourable terms or at all.

If Emirates is unable to obtain sufficient financing at any time to meet its commitments or if its costof funding increases materially in the future, this could materially adversely affect the Groups

financial condition, results of operations and business and, as a result, materially adversely affect

Emirates ability to perform its obligations under the Transaction Documents to which it is a party.

Emirates is exposed to the risk of significant liability for personal injury or death as a result of accidents ordisasters affecting its aircraft. These may not all be covered by insurance and increases in insurance costs orreductions in insurance cover could also materially adversely affect the Groups business.

Emirates manages its airline business with a level of insurance coverage against the risk of losses

from man-made and natural disasters that Emirates management believes to be adequate. These

policies stipulate a number of conditions under which the insurers may terminate policies and are

subject to policy limits and exclusions. In addition, the policies must be renewed at regular intervals.

Emirates may be subject to liability claims arising out of accidents or disasters involving aircraft on

which its customers are travelling or involving aircraft of other carriers maintained or repaired by

Emirates, including claims for serious personal injury or death. Emirates insurance coverage may beinsufficient to cover one or more large claims and any shortfall may be material. Additionally, any

accident or disaster involving one of Emirates aircraft or an aircraft of another carrier receiving line

maintenance services from Emirates may significantly harm Emirates reputation for safety, which

could have a material adverse effect on the Groups financial condition, results of operations and

business and, as a result, a material adverse effect on Emirates ability to perform its obligations

under the Transaction Documents to which it is a party.

Future terrorist attacks, acts of sabotage and other disasters, especially if they were to be directedagainst the aviation industry, could result in insurance coverage for aviation risks becoming more

expensive and/or certain risks becoming uninsurable. In addition, aircraft crashes or similar disasters

of another airline could impact passenger confidence and therefore lead to a reduction in ticket sales

for Emirates, particularly if the aircraft crash or disaster concerned involved a type of aircraft used

by Emirates in its fleet.

Any significant uninsured loss, loss of cover or significant increase in insurance costs could adversely

affect the Groups financial condition, results of operations and business and, as a result, adversely

affect Emirates ability to perform its obligations under the Transaction Documents to which it is aparty.

Emirates is dependent upon certain other third parties and any failure on their part to fully perform theircontractual obligations could materially adversely affect Emirates business.

Emirates is dependent on its ability to source, on favourable terms, sufficient quantities of goods and

services in a timely manner, including the supply of substantial equipment such as aircraft, engines

and related components and those services available at airports or from airport authorities, such asground handling, in-flight catering and air traffic control services. Emirates is also dependent on third

parties for services such as fuel distribution and airframe and engine maintenance. In certain cases,

Emirates may only be able to access goods and services from a limited number of suppliers and the

transition to new suppliers of such goods and services may take a significant amount of time and

require significant resources. The failure, refusal or inability of a supplier to provide goods or services

may arise as a result of numerous different causes, many of which are beyond Emirates control. Any

failure or inability by Emirates to successfully source goods and services, including because of the

failure, refusal or inability of a supplier to provide goods or services, or to source goods and serviceson terms and pricing and within the timeframes acceptable to Emirates, could have a material adverse

effect on the Groups financial condition, results of operations and business and, as a result, a

material adverse effect on Emirates ability to perform its obligations under the Transaction

Documents to which it is a party.

In addition, certain material contracts with third parties, including airport operators and maintenance

providers, will need to be renewed from time to time. These contracts may not be able to be renewed

in all cases or, if renewed, on terms that are favourable to Emirates.

All aircraft in Emirates fleet require periodic maintenance work. In addition, the need may arise at

any time for unscheduled maintenance and repair work which may cause operational disruption to

Emirates, such as the cracks recently found on the wings of Emirates Airbus A380 aircraft. See

The newly developed Airbus A380 aircraft is a critical part of Emirates operations, and the

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materials used in its construction may be found to be less efficient or durable than expected, thereby

leading to lower operating hours of the Airbus A380, higher maintenance and repair costs and lower

overall value. Incidents could occur which may or may not relate to maintenance or modification

programmes for the aircraft fleet which could adversely impact Emirates operations and the Groupsfinancial performance.

In addition, the infrastructure that provides jet fuel to DIA and the other airports from which

Emirates operates is critical to its operations. Any breakdown in this infrastructure and/or

contamination of the fuel supply would have a significant impact on operations and could have a

material adverse effect on the Groups financial condition, results of operations and business and, as

a result, a material adverse effect on Emirates ability to perform its obligations under theTransaction Documents to which it is a party.

Interruptions in technological systems, such as those relating to ticket sales and network management, couldadversely impact Emirates business.

Emirates ability to manage its ticket sales, receive and process reservations, manage its traffic

network and perform other critical business operations is dependent on the efficient and uninterrupted

operation of the computer and communication systems used by Emirates as well as the systems used

by third parties in the course of their cooperation with Emirates. As with any computer and

communication systems, those on which Emirates relies are vulnerable to disruptions, power outages,

acts of sabotage, computer viruses, fires and other events. While Emirates continues to invest in

initiatives related to technology, including security initiatives and disaster recovery plans, thesemeasures may not prove to be effective in all cases. Any disruption to computer and communication

systems used by Emirates or its partners, including data providers and payment services providers,

could significantly impair Emirates ability to operate its business efficiently and could have a material

adverse effect on the Groups financial condition, results of operations and business and, as a result,

a material adverse effect on Emirates ability to perform its obligations under the Transaction

Documents to which it is a party.

Emirates is exposed to a range of financial risks, including the risk that its results may be adversely affected bychanges in interest rates or currency exchange rates and the risk that counterparties may default as well as arange of market risks.

Emirates is exposed to fluctuations in the prevailing levels of interest rates on borrowings and

investments. Emirates targets a balanced portfolio approach, whilst seeking to ensure flexibility to

take advantage of market movements, by hedging approximately half of its net interest rate exposure,

using appropriate hedging tools including interest rate swaps. Borrowings taken at variable rates,

where unhedged, expose Emirates to movements in the underlying reference rates, principally the

London, Emirates and Singapore interbank offered rates.

Emirates is also exposed to fluctuations in prevailing foreign currency exchange rates. Emirates is in anet payer position with respect to the U.S. dollar and is in a net surplus position for other currencies.

Currency risks arise mainly from Emirates revenue earning activities and Emirates seeks to manage

its exchange rate exposure through a policy of matching its foreign currency inflows and outflows as

far as possible, as well as through hedging a proportion of its remaining exposure by using forward

contracts and options. Nevertheless, the translation of foreign currency transactions into dirham, the

lawful currency of the UAE, can lead to significant foreign currency income and costs in the

consolidated statement of income and thus can materially affect the Groups reported results of

operations.

Emirates is also exposed to the risk that certain of its significant counterparties, such as the banks in

which it holds surplus cash, its derivative counterparties, its insurers and its major trade debtors, may

default in their obligations to Emirates and cause a significant loss to the Group.

Emirates is also subject to the risk that countries in which it may earn revenues may impose

restrictions or prohibitions on the export of those revenues.

Any or all of the above factors may impact Emirates ability to operate its business profitably or

efficiently and could have a material adverse effect on the Groups financial condition, results of

operations and business and, as a result, a material adverse effect on Emirates ability to perform its

obligations under the Transaction Documents to which it is a party.

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Emirates is exposed to ongoing litigation.

Emirates is subject to civil litigation (in the form of class action) in the United States arising out of

investigations by the United States competition authorities into fuel and security surcharges inrelation to certain cargo flights. Emirates has entered into a settlement of these proceedings on a no

admission of liability basis, which is subject to final court approval following notification to the

potential class of plaintiffs, and the expiry of an opt-out period. Emirates is also potentially subject

to individual actions in connection with these proceedings by potential class action members who

elect to opt out of the settlement and initiate individual proceedings. In addition, following the recent

settlement by Emirates of proceedings initiated in Australia by the Australian Competition and

Consumer Commission (ACCC) relating to fuel and security surcharges in relation to certain cargo

flights, Emirates could potentially be subject to inclusion in existing class action proceedings inAustralia. In October 2012, five of the respondent airlines to these existing Australian class action

proceedings filed applications seeking leave of the Federal Court to file cross-claims against Emirates

and another airline. These applications were contested by Emirates and the other airline at a hearing

in November 2012. A further hearing of these applications is due to occur in March 2013.

If Emirates was to be included in any such potential further proceedings and was to receive an

adverse judgment against it in any of these proceedings, it would be subject to damages which couldhave an adverse effect on Emirates financial position.

Emirates is exposed to a range of employment risks, including increased employment costs, the risk ofemployee disputes causing significant business interruptions, the risk of loss of one or more key individuals andthe risk that it is unable to attract or retain highly qualified staff such as pilots, flight engineers and otherlicensed occupations.

Employment costs constitute one of Emirates more significant operating cost items. There can be no

assurance that Emirates will be able to maintain its employment costs at levels which do not

negatively affect its financial condition, results of operations and business. There can also be no

assurance that future agreements with employees or their representatives will be on terms comparable

to agreements entered into by Emirates competitors. Any future agreements or outcome ofnegotiations with employees, including in relation to wages or other employment costs or work rules,

may result in increased employment costs or other charges which could have a material adverse effect

on the Groups financial condition, results of operations and business.

Any dispute between Emirates and some or all of its employees could result in a strike or other work

stoppage that affects Emirates ability to operate its scheduled flights. Any such disruption could have

a material adverse effect on the Groups financial condition, results of operations and business and,as a result, a material adverse effect on Emirates ability to perform its obligations under the

Transaction Documents to which it is a party.

Emirates is dependent on the experience and industry knowledge of its executive officers and other

key employees to execute its business plan, as well as access to sufficient numbers of qualified staff

for specific roles within Emirates, especially within the area of flight operations. If Emirates was to

experience a substantial turnover in its leadership or other key employees or if Emirates is unable toattract or retain other highly qualified staff, such as pilots, flight engineers and other licensed

occupations, as needed in the future, the Groups financial condition, results of operations and

business could be materially adversely affected.

Certificateholders could be prejudiced if their interests are not fully aligned with the interests of Emirates soleowner.

ICD, an entity wholly owned by the Government of Dubai, is the sole owner of Emirates and

Emirates is therefore subject to decisions taken by its sole owner. The interests of the

Certificateholders may conflict with the interests of the ICD.

The Group operates in a number of jurisdictions, any or all of which could change their fiscal, tax or foreignexchange laws in a way that could unfavourably affect the Groups business, financial condition or results ofoperations.

The Group operates in various jurisdictions in and outside the UAE and Middle East and is subject

to tax in respect of certain overseas stations in which it operates. The Group benefits from secured

tax exemptions in most of the jurisdictions in which it operates as a result of double taxation

agreements and airline reciprocal arrangements. The laws or regulatory or administrative practices

relating to taxation (including the current position as to double taxation, withholding taxes and tax

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concessions in certain operations), foreign exchange or otherwise in these jurisdictions may change.

Any such change could have a material adverse effect on the Groups financial condition and results

of operations and on Emirates ability to receive funds from its subsidiaries and, as a result, a

material adverse effect on Emirates ability to perform its obligations under the TransactionDocuments to which it is a party.

Risk Factors Relating to the Airline Industry and Emirates Operations in the Middle East

The airline industry is highly competitive and Emirates may be adversely affected by changes in competition.

The airline industry is highly competitive. Competitive factors are fluid and can change quickly and

profoundly due to mergers of competing carriers. Emirates faces direct competition from other major

full service airlines operating on many of the same routes which Emirates flies, as well as from

indirect flights and charter services. Emirates may also face competition in the future from new

entrants targeting its routes or from merged operators.

Emirates encounters substantial price competition. Some of Emirates competitor airlines may be ableto offer flights at significantly lower prices. The expansion of low-cost carriers, along with increasing

use of Internet travel websites and other distribution channels, has resulted in a substantial increase in

discounted and promotional fares initiated by certain of Emirates competitors. In particular, the low-

cost segment within the Middle East remains relatively undeveloped with scope for further penetration

by low-cost carriers and therefore further competition for Emirates. Some or all of these competitor

airlines may also have access to larger and less expensive sources of funding than Emirates. In

addition, a number of airlines have entered into creditor protection as a result of the global financial

crisis and this could help them to substantially reduce their cost structure and become morecompetitive, both while they are under creditor protection and thereafter. Any decision to match

competitors fares to maintain passenger traffic could result in a material adverse effect on the

Groups financial condition, results of operations and business and, as a result, a material adverse

effect on Emirates ability to perform its obligations under the Transaction Documents to which it is

a party.

Further consolidation in the airline industry and the growth of global alliance groups of airlines could

result in increased competition as some airlines emerging from such consolidations or entering such

alliances may be able to compete more effectively against Emirates. If Emirates competitors are ableto offer their services at lower prices on a continuous basis or to increase their market share to the

detriment of Emirates, this could have a material adverse effect on the Groups financial condition,

results of operations and business and, as a result, a material adverse effect on Emirates ability to

perform its obligations under the Transaction Documents to which it is a party.

Emirates is exposed to certain risks by virtue of its incorporation in the United Arab Emirates and itsoperations in the Middle East, an emerging market.

The Middle East, and emerging markets generally, are subject to sudden changes in legislation, manyof which are extremely difficult to predict. Existing laws are often applied inconsistently and new laws

and regulations, including those which purport to have retrospective effect, may be introduced with

little or no prior consultation. Additionally, after acquiring an investment, new requirements may be

imposed that would require Emirates to make significant unanticipated expenditures, limit the ability

of Emirates to obtain financing or other capital or otherwise have an adverse effect on Emirates cash

flow.

The Middle East and emerging markets generally have government policies, economies, and legal andregulatory systems, which are not as firmly established and reliable as those in Western Europe and

the United States. The uncertainty and weaknesses which result can lead to a higher risk environment

for persons entering into contractual arrangements with Emirates.

Additionally, the value and performance of Emirates may be affected by uncertainties, including: (i)

unforeseen economic and political developments; (ii) social and religious instability; (iii) changes in

government policies and/or government; (iv) uncertainties with respect to emerging regulatory regimes

(including the aircraft sector); (v) intervention in economic activity; (vi) export or sale restrictions,

international sanctions and embargoes; (vii) currency fluctuations and repatriation restrictions; (viii)invalidation of governmental orders, permits or agreements; (ix)